TORRID HOLDINGS INC. (a Delaware corporation) [•] Shares of Common Stock UNDERWRITING AGREEMENTUnderwriting Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry Jurisdiction
TORRID HOLDINGS INC. REGISTRATION RIGHTS AGREEMENTRegistration Rights Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS REGISTRATION RIGHTS AGREEMENT (this “Agreement”) is made as of , 2021 among Torrid Holdings Inc., a Delaware corporation (the “Company”), each investor listed on the signature pages hereto under the caption “Sponsor Investors” (collectively, the “Sponsor Investors”), each Person listed on the signature pages under the caption “Other Investors” or who executes a Joinder as an “Other Investor” (collectively, the “Other Investors”) and each of the executives listed on the signature pages under the caption “Executives” or who executes a Joinder as an “Executive” (collectively, the “Executives”). Except as otherwise specified herein, all capitalized terms used in this Agreement are defined in Exhibit A attached hereto.
RESTRICTED STOCK UNIT AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG- TERM INCENTIVE PLANRestricted Stock Unit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS RESTRICTED STOCK UNIT AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
RESTRICTED STOCK AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANRestricted Stock Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS RESTRICTED STOCK AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
NONQUALIFIED STOCK OPTION AGREEMENT PURSUANT TO THE TORRID HOLDINGS INC. 2021 LONG-TERM INCENTIVE PLANNonqualified Stock Option Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS NON-QUALIFIED STOCK OPTION AWARD AGREEMENT (this “Agreement”), dated as of the Grant Date specified above, is entered into by and between Torrid Holdings Inc., a Delaware corporation (the “Company”), and the Participant specified above, pursuant to the Torrid Holdings Inc. 2021 Long-Term Incentive Plan, as in effect and as amended from time to time (the “Plan”), which is administered by the Committee; and
CREDIT AGREEMENT Dated as of June 14, 2021 among TORRID INTERMEDIATE, LLC, as Holdings, TORRID LLC, as Borrower, BANK OF AMERICA, N.A., as Administrative Agent and Collateral Agent and THE OTHER LENDERS PARTY HERETO BOFA SECURITIES, INC., MORGAN...Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2021, by and among TORRID INTERMEDIATE, LLC, a Delaware limited liability company (“Holdings”), TORRID LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), BANK OF AMERICA, N.A. (“Bank of America”), as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
TERM LOAN CREDIT AGREEMENT Dated as of June 14, 2019 among TORRID INC., as Holdings, TORRID LLC, as the Borrower, CORTLAND CAPITAL MARKET SERVICES LLC, as Administrative Agent and Collateral Agent, and THE LENDERS PARTY HERETO KKR CREDIT ADVISORS (US)...Term Loan Credit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis TERM LOAN CREDIT AGREEMENT (this “Agreement”) is entered into as of June 14, 2019, by and among Torrid Inc., a Delaware corporation (“Holdings”), Torrid LLC, a California limited liability company and direct subsidiary of Holdings (the “Borrower”), KKR Credit Advisors (US) LLC, as Structuring Advisor, Cortland Capital Market Services LLC, as administrative agent (in such capacity, including any successor thereto, the “Administrative Agent”) and as collateral agent (in such capacity, including any successor thereto, the “Collateral Agent”) under the Loan Documents, and each lender from time to time party hereto (collectively, the “Lenders” and individually, a “Lender”).
THIRD AMENDMENT TO AMENDED AND RESTATED CREDIT AGREEMENTCredit Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • New York
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis AMENDED AND RESTATED CREDIT AGREEMENT (“Agreement”) is entered into as of October 23, 2017, as amended on June 14, 2019, as amended on September 4, 2019, and as further amended on June 14, 2021, among
SERVICES AGREEMENT by and between HOT TOPIC, INC. and TORRID LLC dated as of August 1, 2019Services Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • California
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis SERVICES AGREEMENT (this “Agreement”), dated as of March 21, 2019, is entered into by and between Hot Topic, Inc., a California corporation (“Hot Topic”), and Torrid LLC, a California limited liability company (“Torrid” and, together with Hot Topic, each a “Party” and together the “Parties”).
DIRECTOR AND OFFICER INDEMNIFICATION AGREEMENTDirector and Officer Indemnification Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionThis Indemnification Agreement (this “Agreement”) is made as of [●], 2021 by and between Torrid Holdings, Inc., a Delaware corporation (the “Corporation”), in its own name and on behalf of its direct and indirect subsidiaries, and [●], an individual (“Indemnitee”).
STOCKHOLDERS AGREEMENTStockholders Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS STOCKHOLDERS AGREEMENT (this “Agreement”) is made and entered into as of [●], 2021, by and among Torrid Holdings Inc., a Delaware corporation (the “Company”) and Sycamore Partners Torrid, L.L.C, a Delaware limited liability company (the “Stockholder”). Unless otherwise indicated herein, capitalized terms used herein are defined in Section 4 hereof.
EMPLOYMENT AGREEMENTEmployment Agreement • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionTHIS EMPLOYMENT AGREEMENT (this “Agreement”) is made as of December 13, 2019, by and between Torrid LLC, a California limited liability company (the “Company”), and Marc Katz (“Executive”), a resident of New Jersey. This Agreement shall become effective as of the date hereof; provided that in the event the Commencement Date (as defined below) does not occur by January 3, 2020, neither the Executive nor the Company will have any rights or obligations pursuant to this Agreement and this Agreement shall be null and void ab initio.
December 13, 2019Personal and Confidential • June 23rd, 2021 • Torrid Holdings Inc. • Retail-apparel & accessory stores • Delaware
Contract Type FiledJune 23rd, 2021 Company Industry JurisdictionIn order to memorialize your position as Chief Executive Officer of Torrid LLC, a California limited liability company (the “Company”) (it being acknowledged that you have served as Chief Executive Officer of the Company since August 28, 2018), the Company and you are entering into this employment agreement (the “Agreement”) effective as of December 13, 2019 (the “Effective Date”). As Chief Executive Officer, you will report directly to the Board (as defined below). Your duties as Chief Executive Officer will involve such duties as are normally associated with such position and such other matters related to the day-to-day executive management of the Company, consistent with your position as Chief Executive Officer, as delegated to you by the Board. Your principal place of business will be at the Company’s office located in City of Industry, California, it being agreed and understood that you will engage in business travel to the extent necessary or desirable for the performance of your